Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):

[ ]

Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

On
June 9, 2017, Croe, Inc. (“Croe”, the “Company”, “we”, “our”, or “us”)
filed a Current Report on Form 8-K (the “Original Report”) to report the completion of a series of transactions
(collectively, the Transactions”) consummated on June 7, 2017, as a result of which (i) The Crypto Company, a Nevada corporation
(“Crypto”), became a wholly owned subsidiary of Croe; and (ii) all of the former shareholders of Crypto became shareholders
of Croe. The Transactions were treated as a reverse acquisition of Croe, and Crypto is treated as the acquirer, for financial
accounting and reporting purposes, while Croe is treated as the acquired entity. As of the effective date of the Transactions,
the acquired entity had no liabilities or obligations.

This Amendment No. 1 to
the Original Report is being filed solely to provide the audited financial statements,
and the pro forma financial information required by Item 9.01(a) and (b) of Form 8-K in connection with the transactions.

Item
9.01. Financial Statements and Exhibits.

(a)
Financial Statements of Business Acquired.

As
of the date of this filing, Crypto has not completed one full fiscal year since its inception on March 9, 2017. Audited financial
statements of Crypto as of June 7, 2017 and for the period from March 9, 2017 (inception) through June 7, 2017 are filed
as Exhibit 99.1 hereto and incorporated herein by reference.

(b)
Pro Forma Financial Information.

Our
unaudited pro forma condensed combined financial information of the Company, after giving effect to the transactions described
in the Original Report, is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

(d)
Exhibits.

Number

Exhibit

23.1

Consent of Hall & Company CPAs & Consultants, Inc.

99.1

Audited financial statements of The Crypto Company as of June 7, 2017 and for the period from March 9, 2017 (inception) through June 7, 2017

The
unaudited pro forma combined financial information is presented for informational purposes only. The pro forma data is
not necessarily indicative of what the Company’s financial position or results of operations actually would have been had
the Company completed the transactions as of the dates indicated. In addition, the unaudited pro forma combined financial information
does not purport to project the future financial position or operating results of the consolidated company.

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

CROE,
INC.

Date:
August 25, 2017

By:

/s/
Michael Poutre

Name:

Michael
Poutre

Title:

Chief
Executive Officer

EX-23.1
2
ex23-1.htm

CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

We consent to the inclusion of our report dated
August 25, 2017, with respect to the audit of the balance sheet of The Crypto Company (the “Company”) as of June 7,
2017, and the related statements of operations, changes in stockholders’ equity, and cash flows for the period from March
9, 2017 (inception) through June 7, 2017, which report appears in the Form 8-K/A Amendment No. 1 of Croe, Inc. dated August 25,
2017.

We
have audited the accompanying balance sheet of The Crypto Company (the "Company") as of June 7, 2017, and the related
statements of operations, changes in stockholders’ equity, and cash flows for the period from March 9, 2017 ("Inception")
through June 7, 2017. These financial statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The
Crypto Company as of June 7, 2017, and the results of its operations and its cash flows for the period from Inception through
June 7, 2017 in conformity with accounting principles generally accepted in the United States of America.

The
accompanying notes are an integral part of these financial statements.

2

The
Crypto Company

Statement
of Operations

From
March 9, 2017 (Date of Inception) through June 7, 2017

NET REALIZED GAIN ON INVESTMENT
IN CRYPTOCURRENCY

Net
realized gain from investment in cryptocurrency

$

82,640

SELLING, GENERAL, AND ADMINISTRATIVE
EXPENSES

Stock
based compensation

580,000

Professional
services

548,551

General
and administrative expenses

60,804

Wages
and taxes

20,147

Depreciation

253

1,209,755

OPERATING
LOSS

(1,127,115

)

NET CHANGE IN UNREALIZED
APPRECIATION ON INVESTMENT IN CRYPTOCURRENCY

Net
change in unrealized appreciation on investment in cryptocurrency

361,734

LOSS BEFORE PROVISION FOR
INCOME TAXES

(765,381

)

PROVISION
FOR INCOME TAXES

800

NET
LOSS

$

(766,181

)

Net
loss per common share - basic and diluted

$

(1.80

)

Weighted
average common shares outstanding - basic and diluted

425,292

The
accompanying notes are an integral part of these financial statements.

3

THE
CRYPTO COMPANY

STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY

FROM
MARCH 9, 2017 (DATE OF INCEPTION) THROUGH JUNE 7, 2017

Common Stock

Number of

Accumulated

Shares

Amount

Deficit

Total

BALANCE, March 9, 2017

-

$

-

$

-

$

-

Common stock issued for cash at prices ranging from $0.67 to $42.86 per share

477,867

2,665,886

-

2,665,886

Common stock issued, in exchange for services rendered at $1.60 per share

125,000

200,000

-

200,000

Common stock issued, in exchange for investment in the cryptocurrency by an employee at $0.80 per share

125,000

100,000

-

100,000

Stock based compensation from beneficial

prices for stock issued at or near inception to founders and employees

-

380,000

-

380,000

Net loss

-

-

(766,181

)

(766,181

)

BALANCE, June 7, 2017

727,867

$

3,345,886

$

(766,181

)

$

2,579,705

The accompanying
notes are an integral part of these financial statements.

4

THE
CRYPTO COMPANY

STATEMENT
OF CASH FLOWS

FROM
MARCH 9, 2017 (DATE OF INCEPTION) THROUGH JUNE 7, 2017

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(766,181

)

Adjustments to reconcile net loss to net cash used by operating activities:

Realized gain on investment in cryptocurrency

(82,640

)

Net change in unrealized appreciation on investment in cryptocurrency

(361,734

)

Depreciation

253

Stock based compensation

580,000

Changes in operating assets and liabilities:

Advance receivable

(7,500

)

Prepaid expenses

(470,049

)

Accounts payable, accrued expenses, and income tax liability

224,689

Net cash flows used by operating activities

(883,162

)

CASH FLOWS FROM INVESTING ACTIVITIES

Investment in other asset

(107,000

)

Purchases of equipment

(12,309

)

Net cash flows used by investing activities

(119,309

)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from common stock issuance

2,665,886

Net cash provided by financing activities

2,665,886

Net change in cash and cash equivalents

1,663,415

Cash and cash equivalents, beginning of period

-

Cash and cash equivalents, end of period

$

1,663,415

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for income taxes

$

-

Non-cash activities:

Shares of common stock issued in exchange of investment in cryptocurrency

$

100,000

Reinvestments in cryptocurrency

$

82,640

The accompanying notes are an integral part of these financial statements.

5

The
Crypto Company

Notes
to Financial Statements

From
March 9, 2017 (Date of Inception) through June 7, 2017

NOTE
1 – THE COMPANY

The
Crypto Company (the “Company) was incorporated in the State of Nevada on March 9, 2017 (date of inception), and is
engaged in the business of advising regarding, investing in, trading and developing proprietary source code for digital assets
with diversified exposure to digital asset markets. The Company’s core services include consulting and advising companies
regarding investment and trading in the digital asset market and investing in a manner that diversifies exposure to the growing
class of digital assets.

Technology
- The Company is developing proprietary technology,
including trading management and auditing software, tools and processes, to assist both traditional companies, from start-up businesses
to well-established companies, and decentralized autonomous organizations with their design protocol and connect such companies
and teams to the resources required to operate and/or trade in cryptocurrencies.

Consulting
- The Company offers various consulting services to a variety of clients, including
advising traditional institutions and decentralized autonomous organizations, who desire to operate or trade in cryptocurrencies
and active dialogue with government regulators, lawmakers and industry groups to create responsible regulations that promote the
growth of the cryptocurrency market while providing transparency to potential investors.

Media
and Ongoing Education - The Company engages in public discourse on an ongoing basis and regularly host roundtable webinars
to educate the public about the cryptocurrency market.

NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis
of presentation - The Company prepares its financial statements based upon the accrual method of accounting, recognizing income
when earned and expenses when incurred. The Company entered into a reverse merger transaction on June 7, 2017. The Company’s
financial statements present the balance sheet, results of operations, changes in stockholders’ equity, and cash flows immediately
before commencement of the transaction.

Transaction
- The transaction on June 7, 2017, included three steps, as follows:

●

Stock
Sale - On June 7, 2017, the Company entered into (i) a Share Purchase Agreement (the
“Restricted Share Purchase Agreement”) with Croe, Inc. (“Croe”)
a public company located in Utah, and John B. Thomas P.C., in its sole capacity as representative
for certain shareholders of Croe; and (ii) a Share Purchase Agreement (the “Free
Trading Share Purchase Agreement”, and together with the Restricted Share Purchase
Agreement, the “Share Purchase Agreements”) with Croe, Uptick Capital, LLC
(“Uptick Capital”) and John B. Thomas P.C., in its sole capacity as representative
for certain shareholders of Croe. Pursuant to the Share Purchase Agreements, the shareholders
of Croe sold an aggregate of 11,235,000 shares of common stock of Croe to the Company
for aggregate proceeds of $404,150, including escrow and other transaction related fees
to the selling shareholders (the “Stock Sale”).

In
the Stock Sale, the Company purchased 10,000,000 shares held by Deborah Thomas, the former
Chief Executive Officer, principal accounting and financial officer and director of Croe,
representing approximately 88.22% of the outstanding common stock of Croe immediately
prior to the Stock Sale, at a price of $0.031 per share, and an aggregate of 1,335,000
shares held by the remaining shareholders of Croe at a price of $0.075 per share.

6

The
Crypto Company

Notes
to Financial Statements

From
March 9, 2017 (Date of Inception) through June 7, 2017

NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Also
in connection with the Stock Sale, effective as of June 7, 2017, (i) Deborah Thomas resigned as Chief Executive Officer, principal
accounting officer and director of Croe and Elliott Polatoff resigned as Secretary and director of Croe; and (ii) Michael Poutre
was appointed Chief Executive Officer and sole director, James Gilbert was appointed President and Ron Levy was appointed Chief
Operating Officer.

●

Stock
Dividend - On June 7, 2017, the Company issued to its shareholders a stock dividend
(the “Stock Dividend”) of 10,918,007 shares of common stock of Croe acquired
through the Stock Sale, distributed on a pro-rata basis, such that the shareholders of
the Company received fifteen shares of common stock of Croe for each share of common
stock of the Company held as of June 6, 2017.

As
of June 7, 2017, immediately following the consummation of the Stock Sale and the distribution of the Stock Dividend, the Company
held 316,993 shares, representing 4.26% of the issued and outstanding shares of common stock of Croe, and the shareholders of
the Company, collectively, held 10,918,007 shares, representing 94.40% of the issued and outstanding shares of common stock of
Croe.

●

Share
Exchange - On June 7, 2017, Croe entered into a Share Exchange Agreement (the “Exchange
Agreement”) with Michael Poutre, in his sole capacity as representative for the
shareholders of the Company, pursuant to which each issued and outstanding share of common
stock of the Company was exchanged for shares of common stock of Croe (the “Share
Exchange”), resulting in the aggregate issuance of 7,026,614 shares of common stock
of Croe, on a pro-rata basis, as provided on the Exchange Agreement, to the shareholders
of the Company, in exchange for 727,867 shares of common stock of the Company.

On
June 7, 2017 (the “Transaction Date”), as a result of the Stock Sale, the Stock Dividend and the Share Exchange (collectively
the “Transaction”), (i) the Company became a wholly owned subsidiary of Croe; (ii) all of the former shareholders
of the Company became shareholders of Croe, on a pro-rata basis.

The
Transaction was treated as a reverse acquisition of Croe, and the Company is treated as the acquirer, for financial accounting
and reporting purposes, while Croe is treated as the acquired entity. As of the Transaction Date, Croe had no liabilities or obligations.

Immediately
following the Stock Exchange, 18,361,614 shares of common stock of Croe were issued and outstanding.

7

The
Crypto Company

Notes
to Financial Statements

From
March 9, 2017 (Date of Inception) through June 7, 2017

NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Liquidity - The
Company had limited revenues since inception of March 9, 2017 limited to realized gains on investments in cryptocurrency. The
Company has raised an aggregate of $2,665,886 in cash from common stock issuances from inception on March 9, 2017 through June
7, 2017, and had $1,663,415 in cash as of June 7, 2017 and working capital of $2,460,649. However, the Company has a limited operating
history and its prospects are subject to risks, expenses and uncertainties frequently encountered by early-stage companies. These
risks include, but are not limited to, the uncertainties of availability of financing and achieving future profitability and the
cryptocurrency market itself and its ability to gain overall market acceptance. Management anticipates that the Company will be
dependent, for the near future, on investment capital to fund operating expenses. The Company intends to position itself so that
it may be able to raise funds through the capital markets. There can be no assurance that such financing will be available at
terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations, raise capital or reduce
certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business
objectives.

Use of Estimates- The
preparation of financial statements in conformity with United States Generally Accepted Accounting Principles (“US GAAP”)
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and
the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other
assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant
estimates and assumptions include but are not limited to the recoverability and useful lives of long-lived assets, valuation and
recoverability of investments, valuation allowances of deferred taxes, and stock-based compensation expenses. Actual results may
differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect
on our operating results.

Cash
and cash equivalents - The Company defines its cash and cash equivalents to include only cash on hand and investments with
original maturities of ninety days or less.

The
Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally
insured limits. Management of the Company (“Management”) believes that the risk of loss due to the concentration is
minimal.

Equipment
- Equipment are recorded at cost and depreciated using the straight line method over the estimated useful life. Normal repairs
and maintenance are expensed as incurred. Expenditures that materially adapt, improve, or alter the nature of the underlying assets
are capitalized. When equipment are retired or otherwise disposed of, the cost and related accumulated depreciation are removed
from the accounts, and the resulting gain or loss is credited or charged to income.

Revenue
Recognition - The Company records the realized gain or loss on the investments on a trade date basis. The changes in unrealized
appreciation or depreciation on the investments are measured to market on the last day of every month at 11:59 p.m., Pacific Time,
based on publicly available cryptocurrency exchanges. The Company classifies investment in cryptocurrency as trading investments.
Trading generally reflects active and frequent buying and selling, and is generally used with the objective of generating profits
on short-term difference in price.

8

The
Crypto Company

Notes
to Financial Statements

From
March 9, 2017 (Date of Inception) through June 7, 2017

NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Fair
value measurements - The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations
based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest
priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level
of input has different levels of subjectivity and difficulty involved in determining fair value.

Level
1

Inputs
are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date.

Level
2

Inputs,
other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market
data at the measurement date.

Level
3

Unobservable
inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the
measurement date.

The
carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable, and accrued liabilities
approximate fair value because of the short maturity of these instruments.

Stock
based compensation - The Company accounts for its stock based compensation using the fair value based method. Under this method,
the compensation cost is measured at the grant date based on the value of the award and is recognized over the service period,
which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in
exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled
by the issuance of those equity investments.

Net
loss per common share - The Company reports earnings per share (“EPS”) with a dual presentation of basic EPS and
diluted EPS. Basic EPS is computed as net income divided by the weighted average of common shares for the period. Diluted EPS
reflects the potential dilution that could occur from common shares issued through stock options, or warrants. During the period
ended June 7, 2017, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and the diluted
EPS are the same.

Investments – Investments
are entirely comprised of various cryptocurrencies and are reported at fair value as determined by digital asset market exchanges
with realized gains and losses calculated on a trade data basis as the difference between the fair value and cost of cryptocurrencies
transferred. The Company recognizes the fair value changes in unrealized appreciation or depreciation on investment through the
accompanying statement of operations. As of June 7, 2017, the Company’s investments had a fair value of $544,374. As of
June 7, 2017, the Company’s investments include two cryptocurrencies greater than 10% of their total portfolio value, Bitcoin
(“BTC”) at 24.67% and Ethereum (“ETH”) at 41.25%.

9

The
Crypto Company

Notes
to Financial Statements

From
March 9, 2017 (Date of Inception) through June 7, 2017

NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Income
taxes - Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included
in the financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based
on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period
and the change during the period in deferred tax assets and liabilities.

When
tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities,
while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately
sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available
evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution
of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions
that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50
percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated
with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax
benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Impairment
of long lived assets - The Company analyzes its long-lived assets for potential impairment. Impairment losses are recorded
on long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those
assets are less than the net carrying amount of the assets. In such cases, the carrying values of assets to be held and used are
adjusted to their estimated fair value, less estimated selling expenses. As of June 7, 2017, the Company recognized no impairment
losses on its long-lived assets.

Marketing
expense - Marketing expenses are charged to operations, under general and administrative expenses. For the period from inception
through June 7, 2017, the Company incurred $6,600 in marketing expenses.

NOTE
3 - FAIR VALUE MEASUREMENTS

The
investment in cryptocurrency is classified as a Level 2 asset. The following table summarizes the Company’s investments
at fair value as of June 7, 2017:

Level
1

Level
2

Level
3

Investment
in cryptocurrency

$

-

$

544,374

$

-

10

The
Crypto Company

Notes
to Financial Statements

From
March 9, 2017 (Date of Inception) through June 7, 2017

NOTE
4 - EQUIPMENT

Equipment
as of June 7, 2017 consisted of:

Computer
equipment

$

12,309

Less
accumulated depreciation

(253

)

$

12,056

NOTE
5 – PREPAID EXPENSES AND OTHER ASSETS

As
of March 27, 2017, the Company agreed to fund up to $300,000 to settle outstanding convertible debt of and accounts payable by
and on behalf of Rimrock Gold Corp. (“Rimrock”), for the ultimate acquisition of Rimrock, a currently inactive public
company located in Las Vegas, Nevada. The Company expects to consummate the acquisition in the fourth quarter of 2017. For the
period from inception to June 7, 2017, the Company advanced $107,000 on behalf of Rimrock to settle the aforementioned liabilities.
The advances are included in other assets in the accompanying balance sheet as of June 7, 2017.

On June 7, 2017 the Company entered into
a reverse acquisition Transaction (described in Note 1) which included the purchase of 11,235,000 shares of common stock of Croe
for an aggregate total of $404,150, including escrow and other transactions related fees, in connection with the Stock Sale (described
in Note 1). As a result of the Transaction, (i) the Company became a wholly owned subsidiary of Croe; and (ii) all of the former
shareholders of the Company became shareholders of Croe, on a pro-rata basis. The acquisition expense of $404,150 is reflected
in prepaid expenses on the accompanying balance sheet as these financial statements are presented immediately before the Transaction
as described in Note 2.

NOTE
6 - SHAREHOLDERS’ EQUITY

Common
stock - On March 9, 2017, the Company issued (i) 125,000 shares of its common stock in exchange for consulting services, valued
at $200,000, and (ii) 125,000 shares of its common stock for investments in cryptocurrency, valued at $100,000. The shares were
issued in a transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder inasmuch as the securities
were offered and sold solely to accredited investors and the Company did not engage in any form of general solicitation or general
advertising in making the offering.

For
the period from inception through June 7, 2017, the Company issued 477,867 shares of common stock of the Company for aggregate
proceeds of $2,665,886, to fund its operations.

In
addition, stock based compensation of $380,000 was recorded based upon 300,000 shares issued to founders at beneficial prices
at or near inception.

NOTE
7 - RELATED PARTY TRANSACTION

On March 9, 2017, the Company issued 125,000
shares of common stock of the Company to an employee of the Company, in exchange for an initial investment made in the form of
cryptocurrency, valued at $100,000, based on the fair value of the investment on the date of such investment. In addition, based
on the fair value of the shares of common stock of the Company at the time of issuance, the Company recorded an additional
$100,000 of share based compensation expense related to the transaction.

11

The
Crypto Company

Notes
to Financial Statements

From
March 9, 2017 (Date of Inception) through June 7, 2017

NOTE
7 - RELATED PARTY TRANSACTION, continued

On March 9, 2017, the Company issued 300,000
shares of common stock of the Company to the President of the Company, in exchange for $200,000. In addition, based on the fair
value of the shares of common stock of the Company at the time of issuance, the Company recorded an additional $280,000 of share
based compensation expense related to the transaction.

On March 9, 2017, the Company issued (i) 125,000
shares of common stock of the Company to Redwood Fund LP (“Redwood”) in exchange for cash of $200,000; and
(ii) 125,000 shares of common stock of the Company to Imperial Strategies, LLC (“Imperial Strategies”) in exchange
for certain services rendered, valued at $200,000, as of the date of such issuance. Michael Poutre, the Chief Executive Officer
of the Company, and Ron Levy, the Chief Operating Officer of the Company, are limited partners of Redwood, and, as a result, had
an indirect material interest in the shares owned by Redwood. Mr. Poutre is the sole member of MP2 Ventures, LLC, a member of
Imperial Strategies, and, as a result, had an indirect material interest in the shares owned by Imperial Strategies.

NOTE
8 - BASIC AND DILUTED LOSS PER SHARE

The
following is a reconciliation of the numerator and denominator of the basic and diluted loss per share computations as of June
7, 2017:

Numerator for basic and diluted loss per share:

Net loss

$

(766,181

)

Denominator for basic and diluted loss per share:

Weighted average shares (basic)

425,292

Common stock equivalents

-

Weighted average shares (diluted)

425,292

Basic and diluted loss per share:

Basic

$

(1.80

)

Diluted

$

(1.80

)

NOTE
9 - PROVISION FOR INCOME TAXES

Income
taxes - The components of the provision for income taxes are as follows:

Current:

Federal

$

—

State

800

Total
current

$

800

Deferred:

Federal

$

—

State

—

Total
deferred

—

Provision
for income taxes

$

800

12

The
Crypto Company

Notes
to Financial Statements

From
March 9, 2017 (Date of Inception) through June 7, 2017

NOTE
9 - PROVISION FOR INCOME TAXES, continued

As
of June 7, 2017, the significant components of the Company’s net deferred tax assets were as follows:

Net
operating loss carryforwards

$

321,600

Unrealized
gains on investments in cryptocurrency

(156,000

)

165,600

Valuation
allowance

(165,600

)

$

-

During
the period from March 9, 2017 (date of inception) to June 7, 2017, the valuation allowance increased by $165,600.

As
of June 7, 2017, the Company had net operating losses for Federal and State of California reporting purposes of approximately
$750,000, which expire in 2037. The Federal and State of California tax codes provide for restrictive limitations on the annual
utilization of net operating losses to offset taxable income when the stock ownership of a company significantly changes, as defined.
Utilization of these amounts could be further limited if additional ownership changes occur in the future.

The
following is a reconciliation of the amount of income tax expense that would result from applying the statutory federal tax rates
to pre-tax loss and the reported amount of income tax expense from the period March 9, 2017 (date of inception) to June 7, 2017.

Tax benefit at federal
statutory rate

$

(260,230

)

Unrealized gains on investments in
crypto currency

156,000

State income tax benefit

(60,570

)

Increase in
valuation allowance

165,600

Income tax
expense

$

800

NOTE
10 - COMMITMENTS AND CONTINGENCIES

Operating
leases - On May 15, 2017, the Company entered into a lease agreement with Gregory Hannley or Soba Living, LLC for the rental
of office space. The agreement, which has a term of three months, and month to month thereafter, provides for monthly rent of
$6,000, commencing May 15, 2017.

Effective
June 7, 2017, upon the close of the Transaction, the Company terminated the sublease agreement between Croe, Inc. and Acadia Properties
for the sublease of office space in Draper, Utah.

Legal
- From time to time, the Company may become subject to legal proceedings, claims, and litigation arising in the ordinary course
of business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any pending or
threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows,
or financial condition should such litigation be resolved unfavorably.

Indemnities
and guarantees - During the normal course of business, the Company has made certain indemnities and guarantees under which
it may be required to make payments in relation to certain transactions. These indemnities include certain agreements with the
Company’s officers and directors, under which the Company may be required to indemnify such persons for liabilities arising
out of their respective relationships. In connection with its facility lease,

13

The
Crypto Company, Inc.

Notes
to Financial Statements

From
March 9, 2017 (Date of Inception) through June 7, 2017

The
Company has indemnified the lessor for certain claims arising from the use of the facility. The duration of these indemnities
and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for
any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has
not been obligated to make significant payments for these obligations and no liabilities have been recorded for these indemnities
and guarantees in the accompanying balance sheet.

NOTE
11 – SUBSEQUENT EVENTS

Subsequent
events have been evaluated by the Company through August 25, 2017, which is the date these financial statements were issued.

On
June 13, 2017, Croe issued to four accredited investors an aggregate of 47,500 shares of common stock of Croe at a purchase price
of $2.00 per share for aggregate proceeds of $95,000. The shares were issued in a transaction that was exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the
Securities Act and Regulation D promulgated thereunder inasmuch as the securities were offered and sold solely to accredited investors
and the Company did not engage in any form of general solicitation or general advertising in making the offering.

On
June 14, 2017, the Company transferred an aggregate of 129,238 shares of common stock of its parent company Croe, held in treasury
by the Company, to certain officers and consultants of the Company in exchange for their services in connection with the Transaction,
valued at $258,476 based on the fair value of the shares on the measurement date.

On
July 21, 2017, the board of directors of Croe, subject to the approval of Croe stockholders, adopted the Croe, Inc. 2017 Equity
Incentive Plan and authorized the reservation of 5,000,000 shares of common stock for issuance pursuant to awards granted thereunder.

On July 21, 2017, the board of directors of
Croe granted to an employee an option to purchase 150,000 shares of common stock of Croe at a purchase price of $2.00 per
share, subject to certain vesting provisions.

On June 7, 2017 (the “Transaction Date”),
as a result of the Stock Sale, the Stock Dividend and the Share Exchange, each as hereinafter described (the “Transaction”),
(i) The Crypto Company, a Nevada corporation (“Crypto”), became a wholly owned subsidiary of Croe, Inc. (“Croe”),
a public company incorporated in the State of Utah on December 2, 2013; (ii) all of the former shareholders of Crypto became shareholders
of Croe, on a pro-rata basis; and (iii) the operations of Croe solely consisted of the operations of Crypto.

The Transaction on June 7, 2017, included three
steps, as follows:

1.

Stock Sale - On June 7, 2017, the Company entered into (i) a Share Purchase Agreement (the “Restricted Share Purchase Agreement”) with Crypto, and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Company; and (ii) a Share Purchase Agreement (the “Free Trading Share Purchase Agreement”, and together with the Restricted Share Purchase Agreement, the “Share Purchase Agreements”) with Crypto, Uptick Capital, LLC (“Uptick Capital”) and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Company. Pursuant to the Share Purchase Agreements, the shareholders of the Company sold an aggregate of 11,235,000 shares of common stock of the Company to Crypto and 100,000 shares of common stock of the Company to Uptick Capital, representing an aggregate of 100% of the issued and outstanding common stock of the Company as of such date, for aggregate proceeds of $404,150, including escrow and other transaction related fees to the selling shareholders (the “Stock Sale”). A portion of the acquisition cost equal to $399,300 is expensed as a general and administrative expense in the accompanying combined statement of operations.

10,000,000 shares held by Deborah
Thomas, the former Chief Executive Officer, principal accounting and financial officer and director of the Company, representing
approximately 88.22% of the outstanding common stock of the Company immediately prior to the Stock Sale, were sold at a price of
$0.031 per share, and an aggregate of 1,335,000 shares held by the remaining shareholders of the Company were sold at a price of
$0.075 per share.

In connection with the Stock Sale,
effective as of June 7, 2017, (i) Deborah Thomas resigned as Chief Executive Officer, principal accounting officer and director
of the Company and Elliott Polatoff resigned as Secretary and director of the Company; and (ii) Michael Poutre was appointed Chief
Executive Officer and sole director of the Company, James Gilbert was appointed President of the Company and Ron Levy was appointed
Chief Operating Officer of the Company.

2.

Stock Dividend - On June 7, 2017, Crypto issued to its shareholders a stock dividend (the “Stock Dividend”) of 10,918,007 shares of common stock of the Company acquired through the Stock Sale, distributed on a pro-rata basis, such that the shareholders of Crypto received fifteen shares of common stock of the Company for each share of common stock of Crypto held as of June 6, 2017.

Immediately following the consummation
of the Stock Sale and the distribution of the Stock Dividend, Crypto held 316,993 shares, representing 4.26% of the issued and
outstanding shares of common stock of the Company, and the shareholders of Crypto, collectively, held 10,918,007 shares, representing
94.40% of the issued and outstanding shares of common stock of the Company. Of the 316,993 shares held by Crypto, 129,238 shares
were transferred to certain officers and consultants of Crypto in exchange for their services related to the Transaction, and the
remaining shares were retired in June 2017.

3

3.

Share Exchange - On June 7, 2017, the Company, entered into a Share Exchange Agreement (the “Exchange Agreement”) with Michael Poutre, in his sole capacity as representative for the shareholders of Crypto, pursuant to which each issued and outstanding share of common stock of Crypto was exchanged for shares of common stock of the Company (the “Share Exchange”), resulting in the aggregate issuance of 7,026,614 shares of common stock of the Company, on a pro-rata basis, as provided on the Exchange Agreement, to the shareholders of Crypto, in exchange for 727,867 shares of common stock of Crypto.

Immediately following the Stock Exchange,
the Company had 18,361,614 shares of common stock issued and outstanding.

As a result of the Transaction, Crypto and
its parent company, Croe, shall collectively be referred to as (the “Company”) herein.

The Company
is engaged in the business of advising regarding, investing in, trading and developing proprietary source code for digital assets
with diversified exposure to digital asset markets. Our core services include consulting and advice to companies regarding investment
and trading in the digital asset market and investing in a manner that diversifies exposure to the growing class of digital assets.

Technology
- The Company is developing proprietary technology, including trading management
and auditing software, tools and processes, to assist both traditional companies, from start-up businesses to well-established
companies, and decentralized autonomous organizations with their design protocol and connect such companies and teams to the resources
required to operate and/or trade in cryptocurrencies.

Consulting - The
Company offers various consulting services to a variety of clients, including advising traditional institutions and decentralized
autonomous organizations, who desire to operate or trade in cryptocurrencies and active dialogue with government regulators, lawmakers
and industry groups to create responsible regulations that promote the growth of the cryptocurrency market while providing transparency
to potential investors.

Media and Ongoing Education - The Company
engages in public discourse on an ongoing basis and regularly host roundtable webinars to educate the public about the cryptocurrency
market.

Note 2. Basis of Presentation

The condensed combined financial statements
include the accounts of Croe and its wholly-owned subsidiary, Crypto as of June 7, 2017 and the period from March 9, 2017 (inception)
through June 7, 2017, as the transaction occurred on June 7, 2017. The Transaction was treated as a reverse acquisition of Croe,
and Crypto is treated as the acquirer, for financial accounting and reporting purposes, while Croe is treated as the acquired entity.

The pro forma condensed financial statements
should be read in conjunction with a reading of the historical financial statements and accompanying notes of the Company included
in this Form 8-K as of June 7, 2017 and for the period from March 9, 2017 (inception) through June 7, 2016.

Note 3. Pro Forma Adjustments

The pro forma adjustments presented in the
unaudited pro forma condensed combined balance sheet as of June 7, 2017, and the unaudited pro forma condensed combined statement
of operations for the period from March 9, 2017 (inception) through June 7, 2017 are as follows:

1.

Eliminate the accumulated loss and spin-off of Croe’s liabilities incurred before the reverse acquisition.

2.

Reflect that, as of the Transaction Date, Croe had no liabilities or obligations. These adjustments reflect the reverse acquisition as a result of the Transaction

3.

Reflect the issuance of 7,026,614 shares of common stock of Croe in exchange for the issued and outstanding shares of Crypto pursuant to the Share Exchange Agreement noted in Note 1.

4.

Reflect the acquisition expense after the commencement of the Transaction.

4

EX-101.INS
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in cash as of June 7, 2017 and working capital of $2,460,649. However, the Company has a limited operating history and its prospects
are subject to risks, expenses and uncertainties frequently encountered by early-stage companies. These risks include, but are
not limited to, the uncertainties of availability of financing and achieving future profitability and the cryptocurrency market
itself and its ability to gain overall market acceptance. Management anticipates that the Company will be dependent, for the near
future, on investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise
funds through the capital markets. There can be no assurance that such financing will be available at terms acceptable to the Company,
if at all. Failure to generate sufficient cash flows from operations, raise capital or reduce certain discretionary spending could
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us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related
disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. The Company&#8217;s significant estimates and
assumptions include but are not limited to the recoverability and useful lives of long-lived assets, valuation and recoverability
of investments, valuation allowances of deferred taxes, and stock-based compensation expenses. Actual results may differ from these
estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on our operating
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as incurred. Expenditures that materially adapt, improve, or alter the nature of the underlying assets are capitalized. When equipment
are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and the resulting
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investments are measured to market on the last day of every month at 11:59 p.m., Pacific Time, based on publicly available cryptocurrency
exchanges. The Company classifies investment in cryptocurrency as trading investments. Trading generally reflects active and frequent
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techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable
inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and
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<td style="text-align: justify">&#160;</td>
<td style="text-align: justify">&#160;</td></tr>
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<tr style="vertical-align: top">
<td>&#160;</td>
<td style="text-align: justify">&#160;</td>
<td style="text-align: justify">&#160;</td></tr>
<tr style="vertical-align: top">
<td>&#160;</td>
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<td style="text-align: justify"><font style="font-size: 10pt">Unobservable inputs that reflect management&#8217;s best estimate of what participants would use in pricing the asset or liability at the measurement date.</font></td></tr>
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The carrying amounts of the Company&#8217;s
financial assets and liabilities, including cash, accounts payable, and accrued liabilities approximate fair value because of the
short maturity of these instruments.</p>
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Stock based compensation</b> - The Company
accounts for its stock based compensation using the fair value based method. Under this method, the compensation cost is measured
at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.
This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for
goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that
are based on the fair value of the entity&#8217;s equity instruments or that may be settled by the issuance of those equity investments.</p>
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Net loss per common share</b> - The Company
reports earnings per share (&#8220;EPS&#8221;) with a dual presentation of basic EPS and diluted EPS. Basic EPS is computed as
net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could
occur from common shares issued through stock options, or warrants. During the period ended June 7, 2017, the Company had no potentially
dilutive common stock equivalents. Therefore, the basic EPS and the diluted EPS are the same.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Investments</b> &#8211; Investments are
entirely comprised of various cryptocurrencies and are reported at fair value as determined by digital asset market exchanges with
realized gains and losses calculated on a trade data basis as the difference between the fair value and cost of cryptocurrencies
transferred. The Company recognizes the fair value changes in unrealized appreciation or depreciation on investment through the
accompanying statement of operations. As of June 7, 2017, the Company&#8217;s investments had a fair value of $544,374. As of June
7, 2017, the Company&#8217;s investments include two cryptocurrencies greater than 10% of their total portfolio value, Bitcoin
(&#8220;BTC&#8221;) at 24.67% and Ethereum (&#8220;ETH&#8221;) at 41.25%.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Income taxes -</b> Deferred tax assets and
liabilities are recognized for expected future consequences of events that have been included in the financial statements or tax
returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences
between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates
and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected
to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred
tax assets and liabilities.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">When tax returns are filed, it is highly certain
that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty
about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position
is recognized in the financial statements in the period during which, based on all available evidence, management believes it is
more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes,
if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not
recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon
settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the
amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest
and penalties that would be payable to the taxing authorities upon examination.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Impairment of long lived assets - </b>The
Company analyzes its long-lived assets for potential impairment. Impairment losses are recorded on long-lived assets when indicators
of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the net carrying
amount of the assets. In such cases, the carrying values of assets to be held and used are adjusted to their estimated fair value,
less estimated selling expenses. As of June 7, 2017, the Company recognized no impairment losses on its long-lived assets.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Marketing expense - </b>Marketing expenses
are charged to operations, under general and administrative expenses. For the period from inception through June 7, 2017, the
Company incurred $6,600 in marketing expenses.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 3 - FAIR VALUE MEASUREMENTS</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The investment in cryptocurrency is classified
as a Level 2 asset. The following table summarizes the Company&#8217;s investments at fair value as of June 7, 2017:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p>
<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: bottom">
<td style="padding-bottom: 1.5pt">&#160;</td>
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<td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 1</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 2</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 3</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="width: 55%">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 12%; text-align: right">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 12%; text-align: right">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%; text-align: center">&#160;</td>
<td style="width: 12%; text-align: center">&#160;</td>
<td style="width: 1%">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Investment in cryptocurrency</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">544,374</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double; text-align: center"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td>
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</table>
<p style="margin: 0pt"></p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 4 - EQUIPMENT</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Equipment as of June 7, 2017 consisted of:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="width: 77%"><font style="font-size: 10pt">Computer equipment</font></td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%"><font style="font-size: 10pt">$</font></td>
<td style="width: 20%; text-align: right"><font style="font-size: 10pt">12,309</font></td>
<td style="width: 1%">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Less accumulated depreciation</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(253</font></td>
<td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td>&#160;</td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">12,056</font></td>
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</table>
<p style="margin: 0pt"></p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 5 &#8211; PREPAID EXPENSES AND OTHER
ASSETS</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of March 27, 2017, the Company agreed to
fund up to $300,000 to settle outstanding convertible debt of and accounts payable by and on behalf of Rimrock Gold Corp. (&#8220;Rimrock&#8221;),
for the ultimate acquisition of Rimrock, a currently inactive public company located in Las Vegas, Nevada. The Company expects
to consummate the acquisition in the fourth quarter of 2017. For the period from inception to June 7, 2017, the Company advanced
$107,000 on behalf of Rimrock to settle the aforementioned liabilities. The advances are included in other assets in the accompanying
balance sheet as of June 7, 2017.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On June 7, 2017 the Company entered into a
reverse acquisition Transaction (described in Note 1) which included the purchase of 11,235,000 shares of common stock of Croe
for an aggregate total of $404,150, including escrow and other transactions related fees, in connection with the Stock Sale (described
in Note 1). As a result of the Transaction, (i) the Company became a wholly owned subsidiary of Croe; and (ii) all of the former
shareholders of the Company became shareholders of Croe, on a pro-rata basis. The acquisition expense of $404,150 is reflected
in prepaid expenses on the accompanying balance sheet as these financial statements are presented immediately before the Transaction
as described in Note 2.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 7 - RELATED PARTY TRANSACTION</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 9, 2017, the Company issued 125,000
shares of common stock of the Company to an employee of the Company, in exchange for an initial investment made in the form of
cryptocurrency, valued at $100,000, based on the fair value of the investment on the date of such investment. In addition, based
on the fair value of the shares of common stock of the Company at the time of issuance, the Company recorded an additional $100,000
of share based compensation expense related to the transaction.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 9, 2017, the Company issued 300,000
shares of common stock of the Company to the President of the Company, in exchange for $200,000. In addition, based on the fair
value of the shares of common stock of the Company at the time of issuance, the Company recorded an additional $280,000 of share
based compensation expense related to the transaction.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 9, 2017, the Company issued (i) 125,000
shares of common stock of the Company to Redwood Fund LP (&#8220;Redwood&#8221;) in exchange for cash of $200,000; and (ii) 125,000
shares of common stock of the Company to Imperial Strategies, LLC (&#8220;Imperial Strategies&#8221;) in exchange for certain
services rendered, valued at $200,000, as of the date of such issuance. Michael Poutre, the Chief Executive Officer of the Company,
and Ron Levy, the Chief Operating Officer of the Company, are limited partners of Redwood, and, as a result, had an indirect material
interest in the shares owned by Redwood. Mr. Poutre is the sole member of MP2 Ventures, LLC, a member of Imperial Strategies,
and, as a result, had an indirect material interest in the shares owned by Imperial Strategies.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 8 - BASIC AND DILUTED LOSS PER SHARE</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p>
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of the numerator and denominator of the basic and diluted loss per share computations as of June 7, 2017:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td><font style="font-size: 10pt">Numerator for basic and diluted loss per share:</font></td>
<td>&#160;</td>
<td colspan="2">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="width: 79%; padding-bottom: 2.5pt; padding-left: 10pt"><font style="font-size: 10pt">Net loss</font></td>
<td style="width: 1%; padding-bottom: 2.5pt">&#160;</td>
<td style="width: 1%; border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
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<td style="width: 1%; padding-bottom: 2.5pt"><font style="font-size: 10pt">)</font></td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td>&#160;</td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td><font style="font-size: 10pt">Denominator for basic and diluted loss per share:</font></td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-left: 10pt"><font style="font-size: 10pt">Weighted average shares (basic)</font></td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right"><font style="font-size: 10pt">425,292</font></td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 1.5pt; padding-left: 10pt"><font style="font-size: 10pt">Common stock equivalents</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-bottom: 2.5pt; padding-left: 10pt"><font style="font-size: 10pt">Weighted average shares (diluted)</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double">&#160;</td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">425,292</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td>&#160;</td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td><font style="font-size: 10pt">Basic and diluted loss per share:</font></td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 2.5pt; padding-left: 10pt"><font style="font-size: 10pt">Basic</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">(1.80</font></td>
<td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">)</font></td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-bottom: 2.5pt; padding-left: 10pt"><font style="font-size: 10pt">Diluted</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">(1.80</font></td>
<td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">)</font></td></tr>
</table>
<p style="margin: 0pt"></p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 10 - COMMITMENTS AND CONTINGENCIES</b></p>
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Operating leases</b> - On May 15, 2017,
the Company entered into a lease agreement with Gregory Hannley or Soba Living, LLC for the rental of office space. The agreement,
which has a term of three months, and month to month thereafter, provides for monthly rent of $6,000, commencing May 15, 2017.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Effective June 7, 2017, upon the close of the
Transaction, the Company terminated the sublease agreement between Croe, Inc. and Acadia Properties for the sublease of office
space in Draper, Utah.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Legal </b>- From time to time, the Company
may become subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company is not
currently a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation that would
have a material adverse effect on the Company&#8217;s business, operating results, cash flows, or financial condition should such
litigation be resolved unfavorably.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Indemnities and guarantees </b>- During
the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments
in relation to certain transactions. These indemnities include certain agreements with the Company&#8217;s officers and directors,
under which the Company may be required to indemnify such persons for liabilities arising out of their respective relationships.
In connection with its facility lease,</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company has indemnified the lessor for
certain claims arising from the use of the facility. The duration of these indemnities and guarantees varies and, in certain cases,
is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future
payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments
for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheet.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Basis of presentation</b> - The Company
prepares its financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when
incurred. The Company entered into a reverse merger transaction on June 7, 2017. The Company&#8217;s financial statements present
the balance sheet, results of operations, changes in stockholders&#8217; equity, and cash flows immediately before commencement
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 3 - FAIR VALUE MEASUREMENTS</b></p>
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<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
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<td style="padding-bottom: 1.5pt">&#160;</td>
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<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="padding-bottom: 1.5pt">&#160;</td>
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<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="padding-bottom: 1.5pt">&#160;</td>
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<td style="padding-bottom: 1.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="width: 55%">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 12%; text-align: right">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 12%; text-align: right">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%; text-align: center">&#160;</td>
<td style="width: 12%; text-align: center">&#160;</td>
<td style="width: 1%">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Investment in cryptocurrency</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
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<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">544,374</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double; text-align: center"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td>
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</table>
<p style="margin: 0pt"></p><p style="margin: 0pt"></p>
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<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="width: 77%"><font style="font-size: 10pt">Computer equipment</font></td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%"><font style="font-size: 10pt">$</font></td>
<td style="width: 20%; text-align: right"><font style="font-size: 10pt">12,309</font></td>
<td style="width: 1%">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
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<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(253</font></td>
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<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td>&#160;</td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">12,056</font></td>
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</table>
<p style="margin: 0pt"></p><p style="margin: 0pt"></p>
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: bottom; background-color: #CCEEFF">
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<td colspan="2">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
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<td style="width: 1%; padding-bottom: 2.5pt">&#160;</td>
<td style="width: 1%; border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
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<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td>&#160;</td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
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<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
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<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right"><font style="font-size: 10pt">425,292</font></td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 1.5pt; padding-left: 10pt"><font style="font-size: 10pt">Common stock equivalents</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td>
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<tr style="vertical-align: bottom; background-color: #CCEEFF">
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<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double">&#160;</td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">425,292</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td>&#160;</td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td><font style="font-size: 10pt">Basic and diluted loss per share:</font></td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
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<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">(1.80</font></td>
<td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">)</font></td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-bottom: 2.5pt; padding-left: 10pt"><font style="font-size: 10pt">Diluted</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">(1.80</font></td>
<td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">)</font></td></tr>
</table>
<p style="margin: 0pt"></p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Income taxes</b> - The components of the
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">&#160;</p>
<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: bottom; background-color: #CCEEFF">
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<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-left: 10pt"><font style="font-size: 10pt">Federal</font></td>
<td>&#160;</td>
<td><font style="font-size: 10pt">$</font></td>
<td style="text-align: right"><font style="font-size: 10pt">&#8212;</font></td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
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<td style="width: 1%; padding-bottom: 1.5pt">&#160;</td>
<td style="width: 1%; border-bottom: black 1.5pt solid">&#160;</td>
<td style="width: 15%; border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">800</font></td>
<td style="width: 1%; padding-bottom: 1.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
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<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">800</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td>&#160;</td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td><font style="font-size: 10pt">Deferred:</font></td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-left: 10pt"><font style="font-size: 10pt">Federal</font></td>
<td>&#160;</td>
<td><font style="font-size: 10pt">$</font></td>
<td style="text-align: right"><font style="font-size: 10pt">&#8212;</font></td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 1.5pt; padding-left: 10pt"><font style="font-size: 10pt">State</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">&#8212;</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-bottom: 1.5pt; padding-left: 20pt"><font style="font-size: 10pt">Total deferred</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">&#8212;</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 2.5pt; padding-left: 20pt"><font style="font-size: 10pt">Provision for income taxes</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">800</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td></tr>
</table>
<p style="margin: 0pt"></p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of June 7, 2017, the significant components
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="width: 79%"><font style="font-size: 10pt">Net operating loss carryforwards</font></td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%"><font style="font-size: 10pt">$</font></td>
<td style="width: 18%; text-align: right"><font style="font-size: 10pt">321,600</font></td>
<td style="width: 1%">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Unrealized gains on investments in cryptocurrency </font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(156,000</font></td>
<td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td>&#160;</td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right"><font style="font-size: 10pt">165,600</font></td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Valuation allowance</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(165,600</font></td>
<td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td></tr>
</table>
<p style="margin: 0pt"></p>100000000.88226600expire in 20378001500000.802.000.6742.860.802.002246897500<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 6 - SHAREHOLDERS&#8217; EQUITY</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Common stock</b> - On March 9, 2017, the
Company issued (i) 125,000 shares of its common stock in exchange for consulting services, valued at $200,000, and (ii) 125,000
shares of its common stock for investments in cryptocurrency, valued at $100,000. The shares were issued in a transaction that
was exempt from the registration requirements of the Securities Act of 1933, as amended (the &#8220;Securities Act&#8221;), pursuant
to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder inasmuch as the securities were offered and sold
solely to accredited investors and the Company did not engage in any form of general solicitation or general advertising in making
the offering.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For the period from inception through June
7, 2017, the Company issued 477,867 shares of common stock of the Company for aggregate proceeds of $2,665,886, to fund its operations.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In addition, stock based compensation of $380,000
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 11 &#8211; SUBSEQUENT EVENTS</b></p>
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Subsequent events have been evaluated by the
Company through August 25, 2017, which is the date these financial statements were issued.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On June 13, 2017, Croe issued to four accredited
investors an aggregate of 47,500 shares of common stock of Croe at a purchase price of $2.00 per share for aggregate proceeds of
$95,000.&#160;The shares were issued in a transaction that was exempt from the registration requirements of the Securities Act
of 1933, as amended (the &#8220;Securities Act&#8221;), pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated
thereunder inasmuch as the securities were offered and sold solely to accredited investors and the Company did not engage in any
form of general solicitation or general advertising in making the offering.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On June 14, 2017, the Company transferred an
aggregate of 129,238 shares of common stock of its parent company Croe, held in treasury by the Company, to certain officers and
consultants of the Company in exchange for their services in connection with the Transaction, valued at $258,476 based on the fair
value of the shares on the measurement date.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On July 21, 2017, the board of directors of
Croe, subject to the approval of Croe stockholders, adopted the Croe, Inc. 2017 Equity Incentive Plan and authorized the reservation
of 5,000,000 shares of common stock for issuance pursuant to awards granted thereunder.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On July 21, 2017, the board of directors of
Croe granted to an employee an option to purchase 150,000 shares of common stock of Croe at a purchase price of $2.00 per share,
subject to certain vesting provisions.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><b>Transaction </b>- The transaction on June 7, 2017, included three
steps, as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p>
<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%">
<tr style="vertical-align: top">
<td style="width: 48px">&#160;</td>
<td style="width: 24px">&#9679;</td>
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<tr style="vertical-align: top">
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: justify">&#160;</td></tr>
<tr style="vertical-align: top">
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: justify"><font style="font-size: 10pt">In the Stock Sale, the Company purchased 10,000,000 shares held by Deborah Thomas, the former Chief Executive Officer, principal accounting and financial officer and director of Croe, representing approximately 88.22% of the outstanding common stock of Croe immediately prior to the Stock Sale, at a price of $0.031 per share, and an aggregate of 1,335,000 shares held by the remaining shareholders of Croe at a price of $0.075 per share.</font></td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify">Also in connection with the Stock
Sale, effective as of June 7, 2017, (i) Deborah Thomas resigned as Chief Executive Officer, principal accounting officer and director
of Croe and Elliott Polatoff resigned as Secretary and director of Croe; and (ii) Michael Poutre was appointed Chief Executive
Officer and sole director, James Gilbert was appointed President and Ron Levy was appointed Chief Operating Officer.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">&#160;</p>
<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%">
<tr style="vertical-align: top">
<td style="width: 24px">&#160;</td>
<td style="width: 24px"><font style="font-size: 10pt">&#9679;</font></td>
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</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
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the consummation of the Stock Sale and the distribution of the Stock Dividend, the Company held 316,993 shares, representing 4.26%
of the issued and outstanding shares of common stock of Croe, and the shareholders of the Company, collectively, held 10,918,007
shares, representing 94.40% of the issued and outstanding shares of common stock of Croe.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%">
<tr style="vertical-align: top">
<td style="width: 24px">&#160;</td>
<td style="width: 24px"><font style="font-size: 10pt">&#9679;</font></td>
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</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify">On June 7, 2017 (the &#8220;Transaction
Date&#8221;), as a result of the Stock Sale, the Stock Dividend and the Share Exchange (collectively the &#8220;Transaction&#8221;),
(i) the Company became a wholly owned subsidiary of Croe; (ii) all of the former shareholders of the Company became shareholders
of Croe, on a pro-rata basis.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify">The Transaction was treated as a
reverse acquisition of Croe, and the Company is treated as the acquirer, for financial accounting and reporting purposes, while
Croe is treated as the acquired entity. As of the Transaction Date, Croe had no liabilities or obligations.</p>
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify">Immediately following the Stock
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Liquidity</b> - The Company had limited
revenues since inception of March 9, 2017 limited to realized gains on investments in cryptocurrency. The Company has raised an
aggregate of $2,665,886 in cash from common stock issuances from inception on March 9, 2017 through June 7, 2017, and had $1,663,415
in cash as of June 7, 2017 and working capital of $2,460,649. However, the Company has a limited operating history and its prospects
are subject to risks, expenses and uncertainties frequently encountered by early-stage companies. These risks include, but are
not limited to, the uncertainties of availability of financing and achieving future profitability and the cryptocurrency market
itself and its ability to gain overall market acceptance. Management anticipates that the Company will be dependent, for the near
future, on investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise
funds through the capital markets. There can be no assurance that such financing will be available at terms acceptable to the
Company, if at all. Failure to generate sufficient cash flows from operations, raise capital or reduce certain discretionary spending
could have a material adverse effect on the Company&#8217;s ability to achieve its intended business objectives.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Use of Estimates</b> <i>- </i>The preparation
of financial statements in conformity with United States Generally Accepted Accounting Principles (&#8220;US GAAP&#8221;) requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related
disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. The Company&#8217;s significant estimates and
assumptions include but are not limited to the recoverability and useful lives of long-lived assets, valuation and recoverability
of investments, valuation allowances of deferred taxes, and stock-based compensation expenses. Actual results may differ from
these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on our operating
results.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Cash and cash equivalents</b> - The Company
defines its cash and cash equivalents to include only cash on hand and investments with original maturities of ninety days or less.</p>
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company maintains its cash and cash equivalents
at financial institutions, the balances of which may, at times, exceed federally insured limits. Management of the Company (&#8220;Management&#8221;)
believes that the risk of loss due to the concentration is minimal.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Equipment </b>- Equipment are recorded
at cost and depreciated using the straight line method over the estimated useful life. Normal repairs and maintenance are expensed
as incurred. Expenditures that materially adapt, improve, or alter the nature of the underlying assets are capitalized. When equipment
are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and the resulting
gain or loss is credited or charged to income.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Revenue Recognition</b> - The Company records
the realized gain or loss on the investments on a trade date basis. The changes in unrealized appreciation or depreciation on
the investments are measured to market on the last day of every month at 11:59 p.m., Pacific Time, based on publicly available
cryptocurrency exchanges. The Company classifies investment in cryptocurrency as trading investments. Trading generally reflects
active and frequent buying and selling, and is generally used with the objective of generating profits on short-term difference
in price.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Fair value measurements</b> - The Company
recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable
inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and
difficulty involved in determining fair value.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p>
<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: top">
<td style="width: 48px">&#160;</td>
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<tr style="vertical-align: top">
<td>&#160;</td>
<td style="text-align: justify">&#160;</td>
<td style="text-align: justify">&#160;</td></tr>
<tr style="vertical-align: top">
<td>&#160;</td>
<td style="text-align: justify"><font style="font-size: 10pt">Level 2</font></td>
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<tr style="vertical-align: top">
<td>&#160;</td>
<td style="text-align: justify">&#160;</td>
<td style="text-align: justify">&#160;</td></tr>
<tr style="vertical-align: top">
<td>&#160;</td>
<td style="text-align: justify"><font style="font-size: 10pt">Level 3</font></td>
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<tr style="vertical-align: top">
<td>&#160;</td>
<td style="text-align: justify">&#160;</td>
<td style="text-align: justify">&#160;</td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The carrying amounts of the Company&#8217;s
financial assets and liabilities, including cash, accounts payable, and accrued liabilities approximate fair value because of
the short maturity of these instruments.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Stock based compensation</b> - The Company
accounts for its stock based compensation using the fair value based method. Under this method, the compensation cost is measured
at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.
This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for
goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that
are based on the fair value of the entity&#8217;s equity instruments or that may be settled by the issuance of those equity investments.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Net loss per common share</b> - The Company
reports earnings per share (&#8220;EPS&#8221;) with a dual presentation of basic EPS and diluted EPS. Basic EPS is computed as
net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could
occur from common shares issued through stock options, or warrants. During the period ended June 7, 2017, the Company had no potentially
dilutive common stock equivalents. Therefore, the basic EPS and the diluted EPS are the same.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Investments</b> &#8211; Investments are
entirely comprised of various cryptocurrencies and are reported at fair value as determined by digital asset market exchanges
with realized gains and losses calculated on a trade data basis as the difference between the fair value and cost of cryptocurrencies
transferred. The Company recognizes the fair value changes in unrealized appreciation or depreciation on investment through the
accompanying statement of operations. As of June 7, 2017, the Company&#8217;s investments had a fair value of $544,374. As of
June 7, 2017, the Company&#8217;s investments include two cryptocurrencies greater than 10% of their total portfolio value, Bitcoin
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liabilities are recognized for expected future consequences of events that have been included in the financial statements or tax
returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences
between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates
and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected
to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred
tax assets and liabilities.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">When tax returns are filed, it is highly certain
that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty
about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax
position is recognized in the financial statements in the period during which, based on all available evidence, management believes
it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation
processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not
recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized
upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds
the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest
and penalties that would be payable to the taxing authorities upon examination.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Impairment of long lived assets - </b>The
Company analyzes its long-lived assets for potential impairment. Impairment losses are recorded on long-lived assets when indicators
of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the net carrying
amount of the assets. In such cases, the carrying values of assets to be held and used are adjusted to their estimated fair value,
less estimated selling expenses. As of June 7, 2017, the Company recognized no impairment losses on its long-lived assets.</p><p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Marketing expense - </b>Marketing expenses
are charged to operations, under general and administrative expenses. For the period from inception through June 7, 2017, the
Company incurred $6,600 in marketing expenses.</p><p style="margin: 0pt"></p>
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provision for income taxes are as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">&#160;</p>
<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td><font style="font-size: 10pt">Current:</font></td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-left: 10pt"><font style="font-size: 10pt">Federal</font></td>
<td>&#160;</td>
<td><font style="font-size: 10pt">$</font></td>
<td style="text-align: right"><font style="font-size: 10pt">&#8212;</font></td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
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<td style="width: 1%; padding-bottom: 1.5pt">&#160;</td>
<td style="width: 1%; border-bottom: black 1.5pt solid">&#160;</td>
<td style="width: 15%; border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">800</font></td>
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<tr style="vertical-align: bottom; background-color: white">
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<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">800</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td>&#160;</td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td><font style="font-size: 10pt">Deferred:</font></td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right">&#160;</td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-left: 10pt"><font style="font-size: 10pt">Federal</font></td>
<td>&#160;</td>
<td><font style="font-size: 10pt">$</font></td>
<td style="text-align: right"><font style="font-size: 10pt">&#8212;</font></td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 1.5pt; padding-left: 10pt"><font style="font-size: 10pt">State</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">&#8212;</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-bottom: 1.5pt; padding-left: 20pt"><font style="font-size: 10pt">Total deferred</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">&#8212;</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 2.5pt; padding-left: 20pt"><font style="font-size: 10pt">Provision for income taxes</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">800</font></td>
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</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
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<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="width: 79%"><font style="font-size: 10pt">Net operating loss carryforwards</font></td>
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<td style="width: 1%"><font style="font-size: 10pt">$</font></td>
<td style="width: 18%; text-align: right"><font style="font-size: 10pt">321,600</font></td>
<td style="width: 1%">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
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<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(156,000</font></td>
<td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td>&#160;</td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right"><font style="font-size: 10pt">165,600</font></td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Valuation allowance</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(165,600</font></td>
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<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
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<td style="padding-bottom: 2.5pt">&#160;</td></tr>
</table>
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of June 7, 2017, the Company had net operating
losses for Federal and State of California reporting purposes of approximately $750,000, which expire in 2037. The Federal and
State of California tax codes provide for restrictive limitations on the annual utilization of net operating losses to offset taxable
income when the stock ownership of a company significantly changes, as defined. Utilization of these amounts could be further limited
if additional ownership changes occur in the future.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following is a reconciliation of the amount
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<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="width: 82%"><font style="font-size: 10pt">Tax benefit at federal statutory rate</font></td>
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<td style="width: 1%"><font style="font-size: 10pt">$</font></td>
<td style="width: 15%; text-align: right"><font style="font-size: 10pt">(260,230</font></td>
<td style="width: 1%"><font style="font-size: 10pt">)</font></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td><font style="font-size: 10pt">Unrealized gains on investments in crypto currency</font></td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right"><font style="font-size: 10pt">156,000</font></td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td><font style="font-size: 10pt">State income tax benefit</font></td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right"><font style="font-size: 10pt">(60,570</font></td>
<td><font style="font-size: 10pt">)</font></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Increase in valuation allowance</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">165,600</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Income tax expense</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">800</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td></tr>
</table>
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following is a reconciliation of the amount
of income tax expense that would result from applying the statutory federal tax rates to pre-tax loss and the reported amount of
income tax expense from the period March 9, 2017 (date of inception) to June 7, 2017.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p>
<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="width: 82%"><font style="font-size: 10pt">Tax benefit at federal statutory rate</font></td>
<td style="width: 1%">&#160;</td>
<td style="width: 1%"><font style="font-size: 10pt">$</font></td>
<td style="width: 15%; text-align: right"><font style="font-size: 10pt">(260,230</font></td>
<td style="width: 1%"><font style="font-size: 10pt">)</font></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td><font style="font-size: 10pt">Unrealized gains on investments in crypto currency</font></td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right"><font style="font-size: 10pt">156,000</font></td>
<td>&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td><font style="font-size: 10pt">State income tax benefit</font></td>
<td>&#160;</td>
<td>&#160;</td>
<td style="text-align: right"><font style="font-size: 10pt">(60,570</font></td>
<td><font style="font-size: 10pt">)</font></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Increase in valuation allowance</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td>
<td style="border-bottom: black 1.5pt solid">&#160;</td>
<td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">165,600</font></td>
<td style="padding-bottom: 1.5pt">&#160;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
<td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Income tax expense</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td>
<td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td>
<td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">800</font></td>
<td style="padding-bottom: 2.5pt">&#160;</td></tr>
</table>
<p style="margin: 0pt"></p>EX-101.SCH
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Legal Entity [Axis]The Crypto Company, Inc. [Member]Related Party [Axis]Shareholders [Member]Equity Components [Axis]Common Stock [Member]Fair Value By Fair Value Hierarchy Level [Axis]Fair Value, Inputs, Level 1 [Member]Fair Value, Inputs, Level 2 [Member]Fair Value, Inputs, Level 3 [Member]Employee [Member]President [Member]Collateral [Axis]Redwood Fund LP [Member]Imperial Strategies, LLC [Member]Accumulated Deficit [Member]Subsequent Event Type [Axis]Subsequent Event [Member]Title of Individual [Axis]Officers and Consultants [Member]Plan Name [Axis]2017 Equity Incentive Plan [Member]Range [Axis]Minimum [Member]Maximum [Member]Accredited Investors [Member]Currency [Axis]BITCOIN [Member]ETHEREUM [Member]Founders [Member]Document And Entity InformationEntity Registrant NameEntity Central Index KeyDocument TypeDocument Period End DateAmendment FlagEntity Filer CategoryDocument Fiscal Year FocusStatement [Table]Statement [Line Items]ASSETSCURRENT ASSETSCash and cash equivalentsInvestment in cryptocurrency, at fair value (cost $182,640)Advance receivablePrepaid expensesTOTAL CURRENT ASSETSEQUIPMENT, netOTHER ASSETSTOTAL ASSETSLIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts payableAccrued expenseIncome tax payableTOTAL CURRENT LIABILITIESCOMMITMENTSSTOCKHOLDERS' EQUITYCommon stock, no par value; 1,000,000 shares authorized, 727,867 shares issued and outstandingAccumulated deficitTOTAL STOCKHOLDERS' EQUITYTOTAL LIABILITIES AND STOCKHOLDERS' EQUITYInvestment fair valueCommon stock, par valueCommon stock, shares authorizedCommon Stock, shares issuedCommon Stock, shares outstandingNET REALIZED GAIN ON INVESTMENT IN CRYPTOCURRENCYNet realized gain from investment in cryptocurrencySELLING, GENERAL, AND ADMINISTRATIVE EXPENSESShare based compensationProfessional servicesGeneral and administrative expensesWages and taxesDepreciationTotal Selling, General and Administrative ExpensesOPERATING LOSSNET CHANGE IN UNREALIZED APPRECIATION ON INVESTMENT IN CRYPTOCURRENCYNet change in unrealized appreciation on investment in cryptocurrencyLOSS BEFORE PROVISION FOR INCOME TAXESPROVISION FOR INCOME TAXESNET LOSSNet loss per common share - basic and dilutedWeighyed average common shares outstanding - basic and dilutedBalanceBalance, sharesCommon stock issued for cash at prices ranging from $0.67 to $42.86 per shareCommon stock issued for cash at prices ranging from $0.67 to $42.86 per share, sharesCommon stock issued, in exchange for service rendered at $0.80 per shareCommon stock issued, in exchange for service rendered at $0.80 per share, sharesCommon stock issued, in exchange for investment in the cryptocurrency by an employee at $1.60 per shareCommon stock issued, in exchange for investment in the cryptocurrency by an employee at $1.60 per share, sharesStock based compensation from beneficial prices for stock issued at or near inception to founders and employeesNet lossBalanceBalance, sharesCommon stock issued price per shareCASH FLOWS FROM OPERATING ACTIVITIESAdjustments to reconcile net loss to net cash used by operating activities:Realized gain on investment in cryptocurrencyNet change in unrealized appreciation on investment in cryptocurrencyStock based compensationChanges in operating assets and liabilities:Advance receivablePrepaid expensesAccounts payable, accrued expenses, and income tax liabilityNet cash flows used by operating activitiesCASH FLOWS FROM INVESTING ACTIVITIESInvestment in other assetPurchases of equipmentNet cash flows used by investing activitiesCASH FLOWS FROM FINANCING ACTIVITIESProceeds from common stock issuanceNet cash provided by financing activitiesNet change in cash and cash equivalentsCash and cash equivalents, beginning of periodCash and cash equivalents, end of periodSUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for income taxesNon-cash activities:Shares of common stock issued in exchange of investment in cryptocurrencyReinvestments in cryptocurrencyThe CompanySummary of Significant Accounting PoliciesFair Value MeasurementsEquipmentPrepaid Expenses and Other AssetsShareholders' EquityRelated Party TransactionBasic and Diluted Loss Per ShareProvision for Income TaxesCommitments and ContingenciesSusequent EventsBasis of PresentationTransactionLiquidityUse of EstimatesCash and Cash EquivalentsEquipmentRevenue RecognitionFair Value MeasurementsStock-based CompensationNet Income Per Common ShareInvestmentsIncome TaxesImpairment of Long Lived AssetsMarketing ExpenseSchedule of Fair Value Measurements of InvestmentsSchedule of EquipmentSchedule of Basic and Diluted Income Per ShareSchedule of Provision for Income TaxesSchedule of Deferred Tax Assets, NetSchedule of Income Tax ExpenseNumber of common stock shares soldProceeds from sale of common stockNumber of common stock shares purchasedOwnership percentage prior to stock saleSale price per shareNumber of shares held by shareholdersShare priceNumber of common stock shares issued for dividendCommon stock shares heldCommon stock shares issued and outstanding, percentNumber of common stock shares issued for exchangeNumber of common stock shares exchangedCommon stock shares issuedCommon stock shares outstandingCashWorking capitalInvestmentTotal portfolio value percentageMarketing expensesFair Value, Hierarchy [Axis]Investment in cryptocurrencyComputer equipmentLess accumulated depreciationEquipment, netMaximum amount funded to settle outstanding liabilitiesNumber of common shares issued for servicesProceeds form shares issuedNumber of common stock issued for investment, sharesNumber of common stock issued for investment, valueCommon stock shares issued to fund operationsStock based compensationShares issued for service, valueNumber of shares exchanged in transactionNumber of shares exchanged in transaction, valueStock based compensation expenseNet lossWeighted average shares (basic)Common stock equivalentsWeighted average shares (diluted)Basic and diluted loss per share: BasicBasic and diluted loss per share: DilutedIncrease decrease in valuation allowanceNet operating loss carryforwardsNet operating loss carryforwards, expirationCurrent, FederalCurrent, StateTotal currentDeferred, federalDeferred, StateTotal deferredProvision for income taxesNet operating loss carryforwardsUnrealized gains on investments in cryptocurrencyDeferred tax assets, grossValuation allowanceDeferred tax assets, netTax benefit at federal statutory rateUnrealized gains on investments in crypto currencyState income tax benefitIncrease in valuation allowanceIncome tax expenseLease termMonthly rentNumber of common stock shares issuedOption purchase price per shareNumber of common stock shares issued, valueNumber of common shares issued for services, valueNumber of common stock shares authorizedNumber of options granted to purchase shares of common stockThe Crypto Company Inc [Member]Shares of common stock issued in exchange of investment.Reinvestment in cryptocurrency.Stock Subscription Receivable [Member]Common Stock Issued In 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